Schedule 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Salem Communications Corporation

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

794093 10 4

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)


*		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP NO. 794093 10 4	Amendment No. 12 to Schedule 13G	Page 2 of 7 Pages



1.	Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Stuart W. Epperson,* individually and (i) Stuart W. Epperson, Trustee, Kathryn Epperson Fonville Trust U/A DTD 3/31/99 (“Kathryn Trust”), (ii) Stuart W. Epperson, Trustee, Stuart W. Epperson, Jr. Trust U/A DTD 3/31/99 (“Stuart Trust”), (iii) Stuart W. Epperson, Trustee, Kristine J. Epperson McBride Trust U/A DTD 3/31/99 (“Kristine Trust”), and (iv) Stuart W. Epperson, Trustee, Karen Epperson Deneui Trust U/A DTD 3/31/99 (“Karen Trust”).
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. Sole Voting Power 1,792,885 6. Shared Voting Power 1,070,457 7. Sole Dispositive Power 2,805,405 8. Shared Dispositive Power 1,070,457

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,875,862
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ¨
11.	Percent of Class Represented by Amount in Row 9 20.7%
12.	Type of Reporting Person* IN, OO (Trustee)

Stuart W. Epperson, is Trustee for each of the Kathryn Trust, Stuart Trust, Kristine Trust and the Karen Trust (collectively, the “Children Trusts”) for all purposes other than voting matters. Kathryn Epperson Fonville, Stuart W. Epperson, Jr., Kristine J. Epperson McBride and Karen Epperson Deneui must act by a majority vote (i.e., 3 of the 4 individuals must vote in favor of a particular matter) to vote the shares contained in the Children Trusts.



CUSIP NO. 794093 10 4	Amendment No. 12 to Schedule 13G	Page 3 of 7 Pages



1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kathryn Epperson Fonville Trust U/A DTD 3/31/99 Stuart W. Epperson, Jr. Trust U/A DTD 3/31/99 Kristine J. Epperson McBride Trust U/A DTD 3/31/99 Karen Epperson Deneui Trust U/A DTD 3/31/99
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. Sole Voting Power 1,012,520 6. Shared Voting Power 0 7. Sole Dispositive Power 0 8. Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,012,520
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11.	Percent of Class Represented by Amount in Row (9) 5.4%
12.	Type of Reporting Person (See Instructions) OO (Trusts)

CUSIP NO. 794093 10 4

Amendment No. 12 to Schedule 13G

Page 4 of 7 Pages

Item 1(a).

Name of Issuer

Salem Communications Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices

4880 Santa Rosa Road

Camarillo, California 93012

Item 2(a).

Name of Person Filing

(A)

Stuart W. Epperson

(B)

Kathryn Epperson Fonville Trust U/A DTD 3/31/99, Stuart W. Epperson, Jr. Trust U/A DTD 3/31/99, Kristine J. Epperson

McBride Trust U/A DTD 3/31/99, and Karen Epperson Deneui Trust U/A DTD 3/31/99

Item 2(b).

Address of Principal Business Office or, if None, Residence

(A) and (B):

4880 Santa Rosa Road

Camarillo, California 93012

Item 2(c).

Citizenship

(A)

United States of America

(B)

United States of America

Item 2(d).

Title of Class of Securities

This Amendment No. 12 to the Statement on Schedule 13G (this “Statement”) relates to the Issuer’s Class A Common Stock, $0.01 par value per share (“Common Stock”).

Item 2(e).

CUSIP Number

794093 10 4

Item 3.

Not Applicable

Item 4.

Ownership

(a)

Amount Beneficially Owned:

(A)

3,875,862

Stuart W. Epperson, is deemed to beneficially own: (i) 2,805,405 shares for which he has sole dispositive and voting power, (ii) 0 shares subject to options currently exercisable or exercisable within 60 days, (iii) 1,070,457 shares, for which he shares voting and dispositive power with his wife, Nancy A. Epperson and (iv) 1,012,520 shares held in the Children Trusts for which he has sole dispositive power and no voting power.

(B)

1,012,520

Kathryn Epperson Fonville Trust U/A DTD 3/31/99, Stuart W. Epperson, Jr. Trust U/A DTD 3/31/99, Kristine J. Epperson McBride Trust U/A DTD 3/31/99 and Karen Epperson Deneui Trust U/A DTD 3/31/99 have voting power and no dispositive power.



CUSIP NO. 794093 10 4	Amendment No. 12 to Schedule 13G	Page 6 of 7 Pages



Exhibit No.		Description
1		Joint Filing Agreement, incorporated by reference to Amendment No. 2 to the Schedule 13G (File No. 005-58135) filed with the Securities and Exchange Commission on February 14, 2003 by Stuart W. Epperson and Nancy A. Epperson.



CUSIP NO. 794093 10 4	Amendment No. 12 to Schedule 13G	Page 7 of 7 Pages